Third Amendment to Exhibition Tour Agreement between RMS Titanic, Inc. and SFX Family Entertainment, Inc.

Summary

This amendment updates the existing Exhibition Tour Agreement between RMS Titanic, Inc. and SFX Family Entertainment, Inc. It revises financial terms for the Chicago Exhibition, including a $250,000 advance payment and a new revenue-sharing structure based on total annual revenues. It also modifies the agreement's term, specifying new end dates for several exhibitions and confirming that all other terms remain in effect unless changed by this amendment. Both parties must agree in writing to any further changes to the extension period.

EX-10.32 5 ex10-32.txt THIRD AMENDMENT TO EXHIBITION TOUR AGREEMENT THIRD AMENDMENT TO EXHIBITION TOUR AGREEMENT THIS AMENDMENT TO EXHIBITION TOUR AGREEMENT ("Agreement") is entered into this 7th day of March, 2002, by and between RMS TITANIC, INC., a Florida corporation ("RMST") and SFX FAMILY ENTERTAINMENT, INC., a Delaware corporation and successor in interest to MAGICWORKS ENTERTAINMENT, INC. ("SFXFE"). RECITALS A. RMST and SFXFE have previously entered into that Agreement dated March 31, 1999; B. RMST and SFXFE amended that Agreement on September 18, 2000 ("First Amendment"); C. RMST and SFXFE amended that Agreement on May 7, 2001 ("Second Amendment"); and, D. RMST and SFXFE desire to amend certain provisions contained in the Agreement, First Amendment and Second Amendment ("Third Amendment") as more fully set forth herein. THIRD AMENDMENT NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the parties hereto do hereby agree as follows: 1. Defined Terms. Each capitalized term used in this Third Amendment which is not defined herein will have the meaning assigned thereto pursuant to the provisions of the Agreement, First Amendment and Second Amendment. 2. Modification to Financial Provisions. The provisions in the Agreement, First Amendment and Second Amendment relating to the financial obligations of SFXFE to RMST are hereby amended as follows: (a) Division and Payment of Revenues. Upon execution of this Third Amendment, new Section 6.8 shall be added and shall read as follows: With regard to the Exhibition to be held at the Museum of Science and Industry in Chicago, Illinois during the period of July 1, 2002 through January 3, 2003 ("Chicago Exhibition"), SFXFE agrees to pay an advance equal to Two Hundred Fifty Thousand Dollars ($250,000) ("Advance") to RMST upon execution of this Third Amendment. In the event that Revenues earned during the 2002 year from all Exhibits equal or exceed Fourteen Million Four Hundred Ten Thousand Dollars ($14,410,000), SFXFE shall pay to RMST twenty-five percent (25%) of the Revenues earned by the Chicago Exhibition. However, if Revenues earned during the 2002 year from all Exhibits is less than Fourteen Million Four Hundred Ten Thousand Dollars ($14,410,000), SFXFE shall pay to RMST twenty percent (20%) of the Revenues earned by the Chicago Exhibition. The Advance shall be recouped from first dollars otherwise distributed by SFXFE to RMST. 3. Modification to Provisions Relating to the Term. The provisions in the Agreement, First Amendment and Second Amendment relating to the term of the Agreement, First Amendment and Second Amendment are hereby amended as follows: (a) Time Periods Covered by the Extension Period. The text of Section 12.1 of the Agreement, Section 3 of the First Amendment and Section 3 of the Second Amendment are hereby deleted in their entirety and replaced with the following: Begin Date End Date Extension Period November 30, 2001 January 5, 2003 (b) Notwithstanding Section 2(a) hereof, the following Exhibitions will close on the dates as note: Close Date Phoenix, Arizona Exhibition May 2002 Cleveland, Ohio Exhibition September 2002 Richmond, Virginia Exhibition January 2003 Houston, Texas Exhibition January 2003 Chicago, Illinois Exhibition January 2003 (c) Any further modifications to the Extension Period shall be mutually agreed to by the parties in writing. (d) All other terms and provisions of the Agreement, First Amendment and Second Amendment shall apply with respect to the Extension Period. The parties hereby expressly agree and acknowledge that, to the extent not modified by this Third Amendment, the Agreement, First Amendment and Second Amendment will remain in full force and effect throughout the Extension Period. 4. Ratification. Except as expressly amended hereby, the Agreement, First Amendment and Second Amendment are ratified, confirmed and carried forward in all respects by the parties hereto. EXECUTED as of the date first set forth above: RMS TITANIC, INC. By: _____________________________ Name: ___________________________ Title: ____________________________ SFX FAMILY ENTERTAINMENT, INC. By: _____________________________ Name: ___________________________ Title: ____________________________